4//SEC Filing
DLNL, LLC 4
Accession 0001593968-25-000496
CIK 0000016160other
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 5:46 PM ET
Size
14.7 KB
Accession
0001593968-25-000496
Insider Transaction Report
Form 4
DLNL, LLC
10% Owner
Transactions
- Conversion
Common Stock
2025-04-14+3,490,755→ 4,578,711 total - Conversion
Class A Common Stock
2025-04-14−3,490,755→ 0 total→ Common Stock (3,490,755 underlying) - Other
Class A Common Stock
2025-04-14−1,309,245→ 3,490,755 total→ Common Stock (1,309,245 underlying) - Other
Common Stock
2025-04-14−4,578,711→ 0 total
Footnotes (6)
- [F1]As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.
- [F2]On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.
- [F3]Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.
- [F4]The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.
- [F5]Represents 4,578,711 shares of Common Stock transferred to the members of DLNL, LLC, other than Mr. Baker, upon their redemption of their membership interests in DLNL, LLC, in exchange for the shares, which consisted of the 3,490,755 shares of Common Stock received by DLNL, LLC upon conversion of the Class A Common Stock and 1,087,956 shares of Common Stock already held by DLNL, LLC. After such redemptions, DLNL, LLC no longer holds any equity interests in the issuer.
- [F6]Represents the transfer of 1,309,245 shares of Class A Common Stock to Mr. Baker upon his redemption of his related membership interests in DLNL, LLC.
Documents
Issuer
CAL-MAINE FOODS INC
CIK 0000016160
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001750748
Filing Metadata
- Form type
- 4
- Filed
- Apr 15, 8:00 PM ET
- Accepted
- Apr 16, 5:46 PM ET
- Size
- 14.7 KB